Common use of Merger or Consolidation of, or Assumption of the Obligations of, the Sellers Clause in Contracts

Merger or Consolidation of, or Assumption of the Obligations of, the Sellers. (a) None of the Sellers shall consolidate with or merge into any other entity or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) (x) the entity formed by such consolidation or into which such Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of such Seller substantially as an entirety shall be, if such Seller is not the surviving entity, organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings and loan association, a national banking association, a bank or other entity which is not subject to Title 11 of the United States Code and, if such Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of such Seller hereunder, including its obligations under Section 7.04; and (y) such Seller has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect, and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance or transfer; and (iii) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer, a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Sellers hereunder shall not be assignable nor shall any Person succeed to the obligations of the Sellers hereunder except in each case in accordance with the provisions of the foregoing paragraph.

Merger or Consolidation of, or Assumption of the Obligations of, the Sellers. (a) None of the Sellers shall consolidate with or merge into any other entity corporation or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) (x) the entity corporation formed by such consolidation or into which such Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of such Seller substantially as an entirety shall be, if such Seller is not the surviving entity, organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings and loan association, a national banking association, a bank or other entity which is not subject to Title 11 of the United States Code and, if such Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of such Seller hereunder, including its obligations under Section 7.04; and (y) such Seller has delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally from time to time in effect, and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance or transfer; and (iii) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer, a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Sellers hereunder shall not be assignable nor shall any Person succeed to the obligations of the Sellers hereunder except in each case in accordance with the provisions of the foregoing paragraph.

Merger or Consolidation of, or Assumption of the Obligations of, the Sellers. Any Person (a) None of the Sellers shall consolidate with or merge into any other entity or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) (x) the entity formed by such consolidation or into which such either Seller is may be merged or the Person consolidated, (b) which acquires by conveyance may result from any merger or transfer consolidation to which either Seller shall be a party or (c) which may succeed to the properties and assets of such either Seller substantially as a whole, which Person in any of the foregoing cases executes an entirety agreement of assumption to perform every obligation of the related Seller under this Agreement, shall bebe the successor to the related Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) if such the related Seller is shall not be the surviving entityentity or if the debt rating of AmeriCredit Corp. by S&P or Xxxxx'x would be lower after giving effect to such transaction than prior to giving effect to the transaction, organized and existing under the laws related Seller shall have received the written consent of the United States of America Class A Majority, the Class B Majority and the Class C Majority, acting together, prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or any State or the District of Columbiawarranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be a savings and loan associationcontinuing, a national banking association, a bank or other entity which is not subject to Title 11 of (iii) the United States Code and, if such related Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and have delivered to the Owner Trustee, in form satisfactory to the Trust Collateral Agent, the Trustee, the performance of every covenant Agents and obligation of such Seller hereunder, including its obligations under Section 7.04; and (y) such Seller has delivered to the Trustee Administrative Agent an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance merger or transfer succession and such supplemental agreement of assumption comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect, Section and that all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction have been complied with; , (iiiv) the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance or transfer; and transaction and (iiiv) the Sellers related Seller shall have delivered to the Owner Trustee, each Rating Agency the Trust Collateral Agent, the Backup Servicer, the Trustee, the Agents and each Series Enhancerthe Administrative Agent an Opinion of Counsel stating that, a Tax Opinion, dated in the date opinion of such consolidationcounsel, mergereither (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, conveyance the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or transfer(B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with respect thereto. clauses (i), (ii), (iii), (iv) and (v) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) The obligations of the Sellers hereunder shall not be assignable nor shall any Person succeed to the obligations of the Sellers hereunder except in each case in accordance with the provisions of the foregoing paragraphor (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, the Sellers. Any Person (a) None of the Sellers shall consolidate with or merge into any other entity or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) (x) the entity formed by such consolidation or into which such either Seller is may be merged or the Person consolidated, (b) which acquires by conveyance may result from any merger or transfer consolidation to which either Seller shall be a party or (c) which may succeed to the properties and assets of such either Seller substantially as a whole, which Person in any of the foregoing cases executes an entirety agreement of assumption to perform every obligation of the related Seller under this Agreement, shall bebe the successor to the related Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) if such the related Seller is shall not be the surviving entityentity or if the debt rating of AmeriCredit Corp. by Standard & Poor’s or Xxxxx’x would be lower after giving effect to such transaction than prior to giving effect to the transaction, organized and existing under the laws related Seller shall have received the written consent of the United States of America Class A Majority, the Class B Majority and the Class C Majority, acting together, prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or any State or the District of Columbiawarranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be a savings and loan associationcontinuing, a national banking association, a bank or other entity which is not subject to Title 11 of (iii) the United States Code and, if such related Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and have delivered to the Owner Trustee, in form satisfactory to the Trust Collateral Agent, the Trustee, the performance of every covenant Agents and obligation of such Seller hereunder, including its obligations under Section 7.04; and (y) such Seller has delivered to the Trustee Administrative Agent an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance merger or transfer succession and such supplemental agreement of assumption comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect, Section and that all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction have been complied with; , and (iiiv) the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance or transfer; and (iii) the Sellers related Seller shall have delivered to the Owner Trustee, each Rating Agency the Trust Collateral Agent, the Backup Servicer, the Trustee, the Agents and each Series Enhancerthe Administrative Agent an Opinion of Counsel stating that, a Tax Opinion, dated in the date opinion of such consolidationcounsel, mergereither (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, conveyance the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or transfer(B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with respect thereto. clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) The obligations of the Sellers hereunder shall not be assignable nor shall any Person succeed to the obligations of the Sellers hereunder except in each case in accordance with the provisions of the foregoing paragraphor (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, the Sellers. Any Person (a) None of the Sellers shall consolidate with or merge into any other entity or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) (x) the entity formed by such consolidation or into which such either Seller is may be merged or the Person consolidated, (b) which acquires by conveyance may result from any merger or transfer consolidation to which either Seller shall be a party or (c) which may succeed to the properties and assets of such either Seller substantially as a whole, which Person in any of the foregoing cases executes an entirety agreement of assumption to perform every obligation of the related Seller under this Agreement, shall bebe the successor to the related Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) if such the related Seller is shall not be the surviving entityentity or if the debt rating of AmeriCredit Corp. by S&P or Xxxxx’x would be lower after giving effect to such transaction than prior to giving effect to the transaction, organized and existing under the laws related Seller shall have received the written consent of the United States of America Class A Majority, the Class B Majority and the Class C Majority, acting together, prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or any State or the District of Columbiawarranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be a savings and loan associationcontinuing, a national banking association, a bank or other entity which is not subject to Title 11 of (iii) the United States Code and, if such related Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and have delivered to the Owner Trustee, in form satisfactory to the Trust Collateral Agent, the Trustee, the performance of every covenant Agents and obligation of such Seller hereunder, including its obligations under Section 7.04; and (y) such Seller has delivered to the Trustee Administrative Agent an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance merger or transfer succession and such supplemental agreement of assumption comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect, Section and that all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction have been complied with; , (iiiv) the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance or transfer; and transaction and (iiiv) the Sellers related Seller shall have delivered to the Owner Trustee, each Rating Agency the Trust Collateral Agent, the Backup Servicer, the Trustee, the Agents and each Series Enhancerthe Administrative Agent an Opinion of Counsel stating that, a Tax Opinion, dated in the date opinion of such consolidationcounsel, mergereither (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, conveyance the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or transfer(B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with respect thereto. clauses (i), (ii), (iii), (iv) and (v) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) The obligations of the Sellers hereunder shall not be assignable nor shall any Person succeed to the obligations of the Sellers hereunder except in each case in accordance with the provisions of the foregoing paragraphor (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, the Sellers. (a) None of the Sellers shall consolidate with or merge into any other entity corporation or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) (x) the entity corporation formed by such consolidation or into which such Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of such Seller substantially as an entirety shall be, if such Seller is not the surviving entity, organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings and loan association, a national banking association, a bank or other entity which is not subject to Title 11 of the United States Code and, if such Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of such Seller hereunder, including its obligations under Section 7.04; and (y) such Seller has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect, and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance or transfer; and (iii) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer, a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Sellers hereunder shall not be assignable nor shall any Person succeed to the obligations of the Sellers hereunder except in each case in accordance with the provisions of the foregoing paragraph.

Merger or Consolidation of, or Assumption of the Obligations of, the Sellers. Any Person (a) None of the Sellers shall consolidate with or merge into any other entity or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) (x) the entity formed by such consolidation or into which such a Seller is may be merged or the Person consolidated, (b) which acquires by conveyance may result from any merger or transfer consolidation to which a Seller shall be a party or (c) which may succeed to the properties and assets of such a Seller substantially as a whole, which Person in any of the foregoing cases executes an entirety agreement of assumption to perform every obligation of the related Seller under this Agreement, shall bebe the successor to such Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) if such Seller is shall not be the surviving entityentity or if the debt rating of AmeriCredit Corp. by Standard & Poor’s or Moody’s would be lower after giving effect to such transaction than prior to giving effect to the transaction, organized and existing under such Seller shall have received the laws written consent of the United States of America Required Noteholders prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or any State or the District of Columbiawarranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be a savings and loan associationcontinuing, a national banking association, a bank or other entity which is not subject to Title 11 of the United States Code and, if (iii) such Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and have delivered to the Owner Trustee, in form satisfactory to the Trust Collateral Agent, the Trustee, the performance of every covenant Agents and obligation of such Seller hereunder, including its obligations under Section 7.04; and (y) such Seller has delivered to the Trustee Administrative Agent an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance merger or transfer succession and such supplemental agreement of assumption comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect, Section and that all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction have been complied with; , (iiiv) the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance or transfer; and transaction and (iiiv) the Sellers such Seller shall have delivered to the Owner Trustee, each Rating Agency the Trust Collateral Agent, the Backup Servicer, the Trustee, the Agents and each Series Enhancerthe Administrative Agent an Opinion of Counsel stating that, a Tax Opinion, dated in the date opinion of such consolidationcounsel, mergereither (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, conveyance the Owner Trustee and the Trustee, respectively, in the Receivables and Other Conveyed Property and reciting the details of such filings or transfer(B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with respect thereto. clauses (i), (ii), (iii), (iv) and (v) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) The obligations of the Sellers hereunder shall not be assignable nor shall any Person succeed to the obligations of the Sellers hereunder except in each case in accordance with the provisions of the foregoing paragraphor (c) above.